UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 22, 2015

 

 

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

 

 

Delaware   001-09764   11-2534306

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

400 Atlantic Street, Suite 1500

Stamford, CT 06901

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 328-3500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure

Harman International Industries, Incorporated (the “Company” or “HARMAN”) has prepared an investor presentation to provide supplemental information regarding the Acquisitions (as defined below). A copy of the slides that will be made available in connection with the presentations is attached hereto as Exhibit 99.3. The information in this Item 7.01, as well as Exhibit 99.3, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events

On January 22, 2015, Harman International Industries, Incorporated (the “Company” or “HARMAN”) issued a press release announcing the acquisition of Symphony Teleca Corporation (“Symphony Teleca”) pursuant to an Agreement and Plan of Merger, dated as of January 22, 2015 (the “Merger Agreement”), by and among HARMAN, Symphony Teleca, Sabita Sub. Inc., a wholly owned subsidiary of HARMAN (“Merger Sub”), and Symphony Technology Group, L.L.C., solely in its capacity as Representative of the securityholders of Symphony Teleca, and pursuant to separate agreements by and among HARMAN, Merger Sub and certain stockholders of the Symphony Teleca entered into in connection with the Merger Agreement (the “Symphony Teleca Acquistion”). Symphony Teleca is a privately-held global software services company. A copy of the press release is attached hereto as Exhibit 99.1

Also on January 22, 2015, HARMAN issued a press release announcing the acquisition of Red Bend Ltd. pursuant to a Share Purchase Agreement by and among HARMAN, Harman Becker Automotive Systems Manufacturing Kft, a wholly owned subsidiary of HARMAN, certain shareholders of Red Bend party thereto and Shareholder Representative Services LLC, solely in its capacity as representative of the shareholders of Red Bend (the “Red Bend Acquistion,” and together with the Symphony Teleca Acquisition, the “Acquisitions”). Red Bend Ltd. is a leading provider of software management technology for connected devices, and over-the-air (OTA) software and firmware upgrading services. A copy of the press release is attached hereto as Exhibit 99.2.

Forward-Looking Information

Except for historical information contained herein, the matters discussed herein are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended. One should not place undue reliance on these statements. The Company bases these statements on particular assumptions that it has made in light of its industry experience, as well as its perception of historical trends, current market conditions, current economic data, expected future developments and other factors that the Company believes are appropriate under the circumstances. These statements involve risks, uncertainties and assumptions that could cause actual results to differ materially from those suggested in the forward-looking statements, including but not limited to: (1) the Company’s ability to maintain profitability in its infotainment division if there are delays in its product launches which may give rise to significant penalties and increased engineering expense; (2) the loss of one or more significant customers, or the loss of a significant platform with an automotive customer; (3) fluctuations in currency exchange rates, particularly with respect to the value of the U.S. Dollar and the Euro; (4) the Company’s ability to successfully implement its global footprint initiative, including achieving cost reductions and other benefits in connection with the restructuring of its manufacturing, engineering, procurement and administrative organizations; (5) fluctuations in the price and supply of raw materials including, without


limitation, petroleum, copper, steel, aluminum, synthetic resins, rare metals and rare-earth minerals, or shortages of materials, parts and components; (6) the inability of the Company’s suppliers to deliver products at the scheduled rate and disruptions arising in connection therewith; (7) the Company’s ability to maintain a competitive technological advantage through innovation and leading product designs; (8) the Company’s failure to maintain the value of its brands and implementing a sufficient brand protection program; and (9) other risks detailed in Harman International Industries, Incorporated Annual Report on Form 10-K for the fiscal year ended June 30, 2014 and other filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement except as required by law.

Reference is also made to the Company’s awarded business, which represents the estimated future lifetime net sales for all customers. The Company’s future awarded business does not represent firm customer orders. The Company reports its awarded business primarily based on written award letters from our customers. To validate these awards, the company uses various assumptions including global vehicle production forecasts, customer take rates for the Company’s products, revisions to product life cycle estimates and the impact of annual price reductions and exchange rates, among other factors. These assumptions are updated and reported externally on an annual basis. The Company updates the estimates and awarded business quarterly by adding the value of new awards received and subtracting sales recorded during the quarter. These quarterly updates do not include any assumptions for increased take rates, revisions to product life cycle, or any other factors.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release, dated January 22, 2015
99.2    Press Release, dated January 22, 2015
99.3    Investor Presentation


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
By:  

/s/ Todd A. Suko

  Todd A. Suko
  Executive Vice President and General Counsel

Date: January 22, 2015


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release, dated January 22, 2015
99.2    Press Release, dated January 22, 2015
99.3    Investor Presentation


Exhibit 99.1

 

Press Release    LOGO

January 22, 2015

HARMAN TO ACQUIRE SOFTWARE SERVICES COMPANY SYMPHONY TELECA

 

    Expands Cloud, Mobile, Analytics Capabilities and Scale in Software Services

 

    Accelerates Connected Car, Home, Enterprise and Mobile

STAMFORD, CT – HARMAN International Industries, Incorporated (NYSE:HAR), the premier audio, visual, infotainment and enterprise automation group, today announced it has signed an agreement with Symphony Technology Group to acquire Symphony Teleca, a privately-held global software services company. Based in Mountain View, CA, Symphony Teleca provides software engineering and integration services that help businesses rapidly design and develop products and technologies at the convergence of device, sensors, cloud and data. With the acquisition of Symphony Teleca, HARMAN will add a fourth division to its three primary businesses: Infotainment, Lifestyle and Professional. The transaction is subject to customary closing conditions and regulatory approvals and is expected to be completed by the end of HARMAN’s 2015 fiscal year.

Under the agreement, HARMAN will purchase Symphony Teleca for a base purchase price of $780 million. In addition, the selling stockholders are eligible for a cash earn-out based on a calendar 2015 revenue target. Approximately $548 million will be paid at close - $382 million in cash and $166 million in HARMAN stock. The number of HARMAN shares issued will be based on the volume weighted average trading price 60 days prior to January 21. The remainder of the base purchase price as well as any additional earn-outs will be paid in cash in the first quarter of calendar 2016. The cash and stock transaction is expected to be accretive to HARMAN’s adjusted earnings in fiscal year 2016, excluding purchase accounting charges, transaction costs, integration costs and other special items. The transaction is subject to customary closing adjustments.

“The Internet of Things (IoT) is ushering in a rapid convergence of experiences, content and commerce and advancing technology from digital to connected to intelligent systems. Software is driving this evolution and as a result, software solutions and services will be key to HARMAN’s continued success,” said Dinesh C. Paliwal, HARMAN Chairman, President and Chief Executive Officer. “The acquisition of Symphony Teleca is a transformative step for HARMAN that gives us immediate scale in software services. With the addition of cloud, mobility and analytics competencies, we will accelerate solutions for the connected car and for a broader set of industries and markets. We look forward to welcoming the Symphony Teleca team to HARMAN and working closely with them to fulfill our customers’ desires for building a seamless, safe and secure connected lifestyle.”


Press Release    LOGO

 

Symphony Teleca has more than 8,000 employees, predominantly software engineers and designers, and the company generated revenues of approximately $370 million in calendar year 2014. The company serves more than 300 active customers, including Google, Microsoft, Intel, Adobe, Jaguar Land Rover, Verizon, Comcast, Sirius XM and Tesco, and spans numerous verticals, such as telecom, automotive, healthcare, consumer electronics, retail and media. Symphony Teleca works closely with its customers and partners to design and develop innovations in applications, products and platform. In telecommunications, Symphony Teleca has delivered more than 800 commercial Android products, from mobile phones and tablets to televisions and wearables, further underscoring its expertise in fast growing technology categories. Symphony Teleca is a leading alliance member of Microsoft and Intel IoT platforms, and is the only services company that is a member of the Google Open Automotive Alliance, of which HARMAN is also a member.

Symphony Teleca CEO Sanjay Dhawan, who will join HARMAN upon closing and lead the new business division, said, “We share HARMAN’s passion for creating the most immersive connected experience by designing powerful, intelligent software solutions for our customers. As part of HARMAN, we will have greater access to resources to more rapidly capitalize on the growing demand for innovations at the convergence of software, data and devices. By leveraging our combined global customer base, we will be able to expand our solutions for all markets.”

Transaction Positions HARMAN for Continued Value Creation:

 

  Accelerates Innovations for Expanded Industries and Markets: Through greater global engineering scale and complimentary customer base, the acquisition will enable HARMAN to rapidly develop and commercialize more innovative solutions and systems for a broader set of industries.

 

  Establishes HARMAN as Unique Provider of Application Engineering Services for Connected Experiences: With the competitive advantage of established systems solutions, and global expertise across analytics, mobile development and cloud, HARMAN will be able to provide a comprehensive application services offering across the automotive, enterprise and consumer markets.

 

  Expands Platform for Integrated Solutions that Reflect Convergence of Telecommunications, Mobile Devices, and Automotive: This acquisition will provide HARMAN with the opportunity to meet the growing demand for integrated technologies across these fast growing and converging segments. Customers of both companies will be able to leverage a complete set of software defined services, particularly around IoT gateway, predictive analytics, cloud enablement, and turnkey mobile development and commercialization that enable everything from autonomous driving to intelligent cities.

 

 

Deepens Technology Partnerships through Long Standing Industry Ecosystem Alliances: Symphony Teleca will bring deep expertise and scale from a number of long established ecosystem and partnerships covering Google Android, Microsoft, Adobe, Intel


Press Release    LOGO

 

 

and other technologies. As one of the first Open Handset Alliance members and contributor to the core Google Android platform, Symphony Teleca has grown to the largest Android ecosystem scaling partner worldwide having delivered more than 800 commercial projects across different industries and device types. The Company is also a strategic cloud partner of Microsoft and has helped more than 100 customers move, scale and manage cloud platforms and infrastructure.

 

  Strengthens Financial Profile with More Diversified Revenue Mix: With calendar year 2014 revenues of approximately $370 million and adjusted EBITDA of approximately $60 million, the Symphony Teleca business will further enhance the Company’s growth profile.

Conference Call

The Company will host a conference call with the investment community Thursday, January 22, 2015 at 10:00 AM EST. To participate call 1-800-763-6564 (North America) or 1-212-231-2924 (International), Access Code 21760117. A replay of the call will also be available following its completion at approximately 1:00 p.m. EST. To listen to the replay, dial 1-800-633-8284 (U.S.) or 1-402-977-9140 (International), Access Code 21760117.

About HARMAN

HARMAN (www.harman.com) designs, manufactures and markets premier audio, visual, infotainment and enterprise automation solutions for the automotive, consumer and professional markets. With leading brands including AKG®, Harman Kardon®, Infinity®, JBL®, Lexicon®, Mark Levinson ® and Revel®, the Company is admired by audiophiles, musicians and the entertainment venues where they perform. More than 25 million automobiles on the road today are equipped with HARMAN audio and infotainment systems. HARMAN has a workforce of approximately 16,600 people across the Americas, Europe, and Asia and reported sales of $5.6 billion for the twelve months ended September 30, 2014.

About Symphony Teleca

Symphony Teleca (www.SymphonyTeleca.com) is a new age technology services company, helping customers innovate at the convergence of smart devices, software, cloud and data. Symphony Teleca’s engineering competencies – UX Design, Analytics and Agile Engineering, and service offerings across ideation, development and integration, help customers accelerate time to market. Symphony Teleca is a fast-growing global company with over 8,000 employees in over 40 offices worldwide, including the Americas (USA, Argentina), Europe (UK, Germany, Sweden, Russia, Poland) and Asia (India, China, Korea, Japan) and is headquartered in Mountain View, California.

 

LOGO

© 2015 HARMAN International Industries, Incorporated. All rights reserved. Harman Kardon, Infinity, JBL, Lexicon and Mark Levinson are trademarks of HARMAN International Industries, Incorporated, registered in the United States and/or other countries. AKG is a trademark of AKG Acoustics GmbH, registered in the United States and/or other countries.


Press Release    LOGO

 

For further information please contact:

Darrin Shewchuk, +1 203 328 3834

Director, Corporate Communications

darrin.shewchuk@harman.com

Sunny Neogi, +1 425-443-5246

Head, Marketing, Symphony Teleca

Sunny.Neogi@SymphonyTeleca.com



Exhibit 99.2

 

Press Release    LOGO

January 22, 2015

HARMAN TO ACQUIRE RED BEND SOFTWARE

Over-The-Air Updating Technology and Services for Connected Car

STAMFORD, CT – HARMAN International Industries, Incorporated (NYSE:HAR), the premier audio, visual, infotainment and enterprise automation group, today announced the acquisition of Israeli-based Red Bend Software, a leading provider of software management technology for connected devices, and over-the-air (OTA) software and firmware upgrading services. Building upon Red Bend’s strength in the mobile and carrier markets, HARMAN will accelerate Red Bend’s growth in the automotive space and will position Red Bend software as the de facto standard for OTA software services for mobile devices and automotive applications.

The transaction is valued at $170 million, including approximately $99 million in stock and $71 million in cash. The number of HARMAN shares issued will be based on the volume weighted average trading price 60 days prior to January 21. Under the agreement, the selling stockholders of Red Bend are eligible for a cash earn-out of up to $30 million in the first quarter of calendar year 2017 based on the achievement of certain performance milestones.

Red Bend is the world’s leading provider of the most advanced OTA solutions, serving top handset manufacturers and mobile carriers with more than two billion Red Bend-enabled devices in the market globally. Sophisticated software systems like Red Bend are the cornerstone of a steadily increasing number of integrated and interoperating devices, and managing updates for firmware, middleware, third party apps, and other services.

“This acquisition of Red Bend, a true pioneer in OTA and virtualization technologies for cyber security, adds a critical component to our automotive systems and services portfolio that will essentially future proof software in cars, ultimately making them safer, smarter and more efficient,” said Dinesh C. Paliwal, Chairman, President, and CEO of HARMAN. “Together with our Symphony Teleca acquisition, HARMAN now has the essential foundation and deep bench strength for a comprehensive systems and services portfolio. Today marks a huge transformation for HARMAN and further advancement towards delivering consumers a seamless, connected car and connected lifestyle experience.”

“With over 15 years of success in delivering world-class over-the-air update solutions to the telecom and mobile markets, we are pleased to bring our proven track record to HARMAN,” said Yoram Salinger, President and CEO of Red Bend. “By joining forces with HARMAN, we will accelerate our growth in expanding markets such as the connected car while also continuing to support billions of mobile devices. Beyond mobile, Red Bend and HARMAN will implement


Press Release    LOGO

 

OTA software management to enhance infotainment and embedded system performance as well as other in-car ECU-based systems. These solutions will benefit the entire automotive ecosystem through cost savings, increased security and a seamless customer experience.”

Red Bend’s software management solutions and hypervisor-based virtualization technologies for cyber security are already widely adopted in mobile devices and ideally suited to meet the rising demands of the connected car. By 2020, it is expected that more than 90 percent of vehicles on the road will be connected (Frost and Sullivan). Importantly, Red Bend solutions also serve as critical prerequisites for autonomous driving. By bringing Red Bend under the HARMAN umbrella and driving broad industry usage, HARMAN’s combined technology portfolio will seamlessly enable safe, secure OTA updates for a variety of on-board Harman and non-Harman automotive systems – whether embedded or downloaded — speeding the pace of innovation to automakers and the industry.

The Red Bend acquisition is subject to regulatory approvals and customary closing adjustments. It is expected to close in third quarter of HARMAN’s 2015 fiscal year.

Upon close of the transaction, Red Bend will operate within HARMAN as an independent unit led by its existing management team, while benefiting from HARMAN’s scale, resources, and deep automotive domain experience. Red Bend will remain dedicated to serving and growing its target markets, including mobile handset OEMs, service providers, semiconductor vendors and tablet manufacturers, as well as its growing base of automotive OEMs and other Tier 1 suppliers.

Conference Call

The Company will host a conference call with the investment community Thursday, January 22 at 10:00 AM EST. To participate, dial 1-800-763-6564 (North America) or 1-212-231-2924 (International), Access Code 21760117. A replay of the call will also be available following its completion at approximately 1:00 p.m. EST. To listen to the replay, dial 1-800-633-8284 (U.S.) or 1-402-977-9140 (International), Access Code 21760117.

About HARMAN

HARMAN (www.harman.com) designs, manufactures and markets premier audio, visual, infotainment and enterprise automation solutions for the automotive, consumer and professional markets. With leading brands including AKG®, Harman Kardon®, Infinity®, JBL®, Lexicon®, Mark Levinson ® and Revel®, the Company is admired by audiophiles, musicians and the entertainment venues where they perform. HARMAN has a workforce of approximately 16,600 people across the Americas, Europe, and Asia and reported sales of $5.6 billion for the 12 months ended September 30, 2014. The Company’s shares are traded on the New York Stock Exchange under the symbol NYSE:HAR.


Press Release    LOGO\

 

About Red Bend Software

Red Bend catalyzes change in the connected world. We have been keeping more than two billion mobile, automotive and IoT devices continuously relevant with over-the-air software updates, and with virtualization and device management services. Our robust technology and solution offerings deliver instant market impact — accelerating business results, optimizing performance and improving people’s lives. Building on nearly two decades of experience, and on our proven track record working with hundreds of leading global brands, we make it easy for customers across all geographies to optimize deployment of change, and reliably enhance any connected device — regardless of size and complexity — with ever-increasing value. For more information, visit www.redbend.com.

 

LOGO

© 2015 HARMAN International Industries, Incorporated. All rights reserved. Harman Kardon, Infinity, JBL, Lexicon and Mark Levinson are trademarks of HARMAN International Industries, Incorporated, registered in the United States and/or other countries. AKG is a trademark of AKG Acoustics GmbH, registered in the United States and/or other countries.

For further information please contact:

Darrin Shewchuk

Director, Corporate Communications

Tel: +1 203 328 3834

darrin.shewchuk@harman.com



SYMPHONY TELECA &
RED BEND
ACQUISITIONS
DINESH PALIWAL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
JANUARY 22, 2015
SANDRA ROWLAND 
CHIEF FINANCIAL OFFICER
Exhibit 99.3


HARMAN International.  Confidential.  Copyright 2015
FORWARD LOOKING
Except for historical information contained herein, the matters discussed in this earnings release are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act, as amended.  One should not place undue reliance on these statements.  The Company
bases these statements on particular assumptions that it has made in light of its industry experience, as well as its perception of historical trends,
current market conditions, current economic data, expected future developments and other factors that the Company believes are appropriate
under the circumstances.  These statements involve risks, uncertainties and assumptions that could cause actual results to differ materially from
those suggested in the forward-looking statements, including but not limited to: (1) the Company’s ability to maintain profitability in its infotainment
division if there are delays in its product launches which may give rise to significant penalties and increased engineering expense; (2) the loss of
one or more significant customers, or the loss of a significant platform with an automotive customer; (3) fluctuations in currency exchange rates,
particularly with respect to the value of the U.S. Dollar and the Euro; (4) the Company’s ability to successfully implement its global footprint
initiative, including achieving cost reductions and other benefits in connection with the restructuring of its manufacturing, engineering, procurement
and administrative organizations; (5) fluctuations in the price and supply of raw materials including, without limitation, petroleum, copper, steel,
aluminum, synthetic resins, rare metals and rare-earth minerals, or shortages of materials, parts and components; (6) the inability of the
Company’s suppliers to deliver products at the scheduled rate and disruptions arising in connection therewith; (7) the Company’s ability to
maintain a competitive technological advantage through innovation and leading product designs; (8) the Company’s failure to maintain the value of
its brands and implementing a sufficient brand protection program; and (9) other risks detailed in the Harman International Industries, Incorporated
Annual Report on Form 10-K for the fiscal year ended June 30, 2014 and other filings made by the Company with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement except as required by law. 
This earnings release also makes reference to the Company’s awarded business, which represents the estimated future lifetime net sales for all
customers. The Company's future awarded business does not represent firm customer orders.  The Company reports its awarded business
primarily based on written award letters. To validate these awards, the Company uses various assumptions including global vehicle production
forecasts, customer take rates for the Company’s products, revisions to product life cycle estimates and the impact of annual price reductions and
exchange rates, among other factors.  These assumptions are updated and reported externally on an annual basis. The Company updates the
estimated awarded business quarterly by adding the value of new awards received and subtracting sales recorded during the quarter. These 
quarterly updates do not include any assumptions for increased take rates, revisions to product life cycle, or any other factors.
INFORMATION


HARMAN International.  Confidential.  Copyright 2015
TWO TRANSFORMATIVE
TRANSACTIONS
3


HARMAN International.  Confidential.  Copyright 2015
OVERVIEW
SYMPHONY TELECA (STC)
4
Outsourced Product Development and Software Services company
Focused at the intersection of cloud, mobility, and analytics
Headquartered in Silicon Valley
~8,000 employees, primarily software engineers and designers


HARMAN International.  Confidential.  Copyright 2015
DIVERSE
CUSTOMER BASE
5
Impressive roster of over 300 technology leaders


HARMAN International.  Confidential.  Copyright 2015
GLOBAL SOFTWARE
SERVICES MARKET
COST FOCUSED
REVENUE FOCUSED
SYMPHONY
TELECA
IT
Outsourcing
Business Process
Outsourcing
OPD, Software
Engineering and
Services
STRATEGIC VALUE


HARMAN International.  Confidential.  Copyright 2015
OVERVIEW
ADDRESSABLE MARKET
Fast-growing, high margin addressable
market estimated at $40 billion in 2017
Aligned with most high opportunity
verticals:  IoT, Telecom, Consumer
Electronics, ISV, Healthcare, Auto
Well-positioned within the mobile and
automotive value chain
Source: Ernst & Young
Addressable Market Growth Forecast (aligned to STC Business Units)
20
24
28
34
40
0
5
10
15
20
25
30
35
40
45
2013
2014
2015
2016
2017


HARMAN International.  Confidential.  Copyright 2015
STRATEGIC
RATIONALE
CLOUD
MOBILITY
ANALYTICS
Platform for integrated services serving converged markets
S/W engineering & integration services for connected experiences
Accelerated innovation for market expansion
Deep technical partnerships
Diversified revenue mix and enhanced growth profile
HARMAN International.  Confidential.  Copyright 2015


HARMAN International.  Confidential.  Copyright 2015
TWO TRANSFORMATIVE
TRANSACTIONS
9


HARMAN International.  Confidential.  Copyright 2015
OVERVIEW
RED BEND SOFTWARE
~230 employees
Israel, France, US, UK, Japan, China,
Korea, Germany
Impressive customer roster
Smart-connectivity technology for:
Internet of Things (IoT)
Cutting-edge OTA updating and
virtualization technology for cyber
security
10
AUTOMOTIVE OEMS
FROM EUROPE AND
NORTH AMERICA


HARMAN International.  Confidential.  Copyright 2015
NEXT GENERATION
INFOTAINMENT
11
ADVANCED SAFETY
UPGRADEABILITY
CYBER SECURITY
HARMAN


HARMAN International.  Confidential.  Copyright 2015
STRATEGIC
RATIONALE
12
TODAY
TOMORROW
Handsets, Mobile
Infotainment, ECUs in Automobile
“RED BEND BY HARMAN”
: THE DE FACTO OTA INDUSTRY STANDARD


HARMAN International.  Confidential.  Copyright 2015
TWO TRANSFORMATIVE
TRANSACTIONS
13


HARMAN International.  Confidential.  Copyright 2015
FINANCIAL TERMS
SYMPHONY TELECA
14
100% of equity at closing on a cash-free, debt free basis in two steps:
Earn-Out Opportunity based on Calendar Year 2015 Revenue
ESTIMATES IN
MILLIONS OF DOLLARS
CASH*
STOCK*
TOTAL
CONSIDERATION
PAYMENT 1
(AT CLOSING)
$382
$166
$548
PAYMENT 2
(Q3 FY 2017)
$232
0
$232
$614
$166
$780
*Shares subject to 1 year lock-up; 1.6 million shares. Subject to customary closing adjustments


HARMAN International.  Confidential.  Copyright 2015
FINANCIAL TERMS
RED BEND SOFTWARE
15
$170M at Closing
42%
cash
-
$71M*
58%
stock
-
$99M*
(6-month
lockup)
950,000 shares*
$30M Performance Based Earn-Out Opportunity
Payable in January 2017
*Subject to customary closing adjustments


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